EXHIBIT 10.3

                             SUBSCRIPTION AGREEMENT





Del Mar Income Partners, Ltd.
222 Milwaukee Street, Ste. 304
Denver, CO  80206

Gentlemen and Ladies:

     The  undersigned  desires to invest in Del Mar Income  Partners,  Ltd. (the
"Company") on the terms and conditions described in this subscription  agreement
(the   "Subscription    Agreement")   and   the   Company's   Prospectus   dated
_______________.  The undersigned acknowledges that the undersigned has received
the Prospectus.

1.       Subscription

     The undersigned  hereby offers to purchase,  in the aggregate dollar amount
set forth later in this Subscription Agreement, shares of Common Stock, at $7.25
per share,  that are offered by the Company pursuant to the Prospectus.  A check
in that amount payable to "Del Mar Income Partners, Ltd. Escrow" is enclosed.

2. Miscellaneous

     (a) This subscription shall be irrevocable,  and may not be assigned by the
undersigned.  Subject to the foregoing,  this  Subscription  Agreement  shall be
binding upon and inure to the benefit of the heirs,  executors,  administrators,
legal representatives, successors and assigns of the undersigned.

     (b)  This  Subscription   Agreement  will  be  construed  and  enforced  in
accordance  with and governed by the laws of the State of  Colorado,  except for
matters arising under the Securities Act of 1933, as amended,  without reference
to principles of conflicts of law.

     (c) It is  understood  that a social  security  number  must be provided to
avoid backup withholding.  Under the provisions of Section  3406(a)(1)(c) of the
Internal  Revenue  Code,  payers are  required to withhold  20% from all taxable
interest, dividend and certain other payments on accounts which do not reflect a
certified social security number or tax identification  number. This referred to
as  "backup  withholding."  "Backup  withholding"  is not an  additional  tax or
penalty.  Any  amount  withheld  from an  account  may be used as a credit  from
federal income tax.

     With such full  understandings and  acknowledgements,  the undersigned does
hereby affirm the  undersigned's  subscription  to the purchase of the shares of
common stock being  offered by the Company as described  in the  Prospectus  and
this  Subscription  Agreement.  The  undersigned  does further  acknowledge  the
undersigned's   understandings   of  all  the  terms  and   provisions  of  this
Subscription Agreement and agrees to be bound by all of the terms and conditions
of this Subscription Agreement.



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Please complete the following:


Date:                                   Dollar Amount Invested:   $
       ------------------------                                    -------------


---------------------------------------
Exact Name in Which Title is to be Held

---------------------------------------      -----------------------------------
Signature                                    Signature of Co-Owner


---------------------------------------      -----------------------------------
Print Name                                   Print Name of Co-Owner

---------------------------------------      -----------------------------------
Social Security Number                       Social Security Number
or Taxpayer I.D. Number                      or Taxpayer I.D. Number


--------------------------------------------------------------------------------
Address


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City, State, Postal or Zip Code, Country

     * If the  Common  Stock is to be held in joint  tenancy  or as  tenants  in
common, both persons must sign above and please indicate the manner in which the
Common Stock is to be held:

            _____    Tenants in Common         _____    Joint Tenants

     The  undersigned,  under  the  penalties  of  perjury,  certifies  that the
information  provided  above is true,  correct and complete,  that he/she is not
subject to back-up withholding under the provisions of Section  3406(a)(1)(C) of
the Internal Revenue Code:

---------------------------                             ------------------------
Date                                                    Signature of Co-Owner


     This  subscription  is  accepted by Del Mar Income  Partners,  Ltd. on this
_____ day of __________, ___________.

                                        DEL MAR INCOME PARTNERS, LTD.


                                   By:
                                      -------------------------------
                                      Signature



                                      -------------------------------
                                      Printed Name and Title



                                    * * * * *



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